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1. License Grant. Rapid hereby grants Client a non-exclusive, revocable license to use the
<br />Disbursements Software and related Intellectual Property for its internal business purposes for the
<br />term of the Agreement. Rapid, and its Affiliates (and its licensors, where applicable), owns all right,
<br />title, and interest, in and to the Disbursements Software, Intellectual Property, or any suggestions,
<br />ideas, enhancement requests, feedback, recommendations, or other information provided by Client
<br />or any other party relating to the services. All rights in the Disbursements Software and Intellectual
<br />Property not expressly granted to Client are reserved by Rapid, its Affiliates, and its licensors. Client
<br />shall at all times be responsible for its own compliance with applicable laws, operating rules, and
<br />regulations, including but not limited to the Operating Rules and Guidelines of the National
<br />Automated Clearing House Association (NACHA), the Electronic Funds Transfer Act (EFTA),
<br />Regulation E of the EFTA, applicable data privacy and data protection laws, and the Fair Credit
<br />Reporting Act (FCRA). Unless otherwise provided in a separate agreement between Rapid, or an
<br />Affiliate, and Client, any intellectual property or machinery provided by Rapid, but not developed by
<br />Rapid, is being licensed or purchased by Client directly from the manufacturer or developer of such
<br />machinery or third-party intellectual property. Client acknowledges that the license granted herein
<br />is limited to Client's use exclusively and that Client does not have the right to sub-license the
<br />Disbursements Software or third-party intellectual property in either their original or modified form.
<br />Client agrees that it shall not reverse-engineer, disassemble or decompile the Disbursements
<br />Software. Client shall not give any third-party, except Client's employees, access to the
<br />Disbursements Software without Rapid's prior written consent.
<br />2. Obligations.
<br />RAPID Agreement
<br />i. Client agrees that Rapid does not control the inputs affecting the amount that is to.be paid to the
<br />recipients. Client agrees to take full responsibility for the payment amount that is provided to
<br />Rapid and shall regularly audit its own bank accounts.
<br />ii. Client is responsible for maintaining the security of all access credentials granted to it, for the
<br />security of its information systems used to access the Disbursements Software, and for its end
<br />users' use of the Disbursements Software. Client is responsible for all activities conducted under
<br />its login credentials. Rapid has the right at any time to terminate or suspend access to any user if
<br />Rapid reasonably believes that such termination or suspension is necessary to preserve the
<br />security, integrity, or accessibility of the Disbursements Software, any Client Data, Rapid, or
<br />Rapid's other customers.
<br />iii. As required by the EFTA and Regulation E, if Client is providing a government benefit,
<br />including but not limited to distributing needs-tested benefits and/or gate money, then:
<br />a) Client shall strictly ensure that any person to whom a card may be issued under the
<br />Agreement is, in advance of the issuance of a card, provided with a clear and
<br />conspicuous choice of payment other than the card, such as, but not limited to,
<br />payment by check (the "Payment Choice Requirement").
<br />b) Upon Rapid's request no more frequently than quarterly, Client wil.1 promptly provide
<br />Rapid with a written certification with respect to Client's compliance with the
<br />Payment Choice Requirement.
<br />c) Client's noncompliance with the Payment Choice Requirement shall (A) constitute a
<br />material breach of this Agreement by Client and give Rapid the right to immediately
<br />terminate this Agreement upon written notice to Client, and (B) entitle Rapid to
<br />indemnification by Client from and against any and all claims, actions, liability,
<br />judgments, damages, costs, fines, penalties, and expenses, including reasonable
<br />attorneys' fees to the extent arising from Client's noncompliance with the Payment
<br />Choice Requirement, which indemnification obligation shall survive the termination
<br />or expiration of the Agreement.
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